§ 8962. Proposal and adoption of plan of division.(a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the membership interests of the surviving company, if there be one, and, if any of the membership interests of the dividing company are not to be converted solely into membership interests or other securities or obligations of one or more of the resulting companies, the membership interests or other securities or obligations of any other person or cash, property or rights that the holders of such membership interests are to receive in exchange for or upon conversion of such membership interests, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of membership interests or other securities or obligations of one or more of the resulting companies. (ii) The disposition of the membership interests and other securities or obligations, if any, of the new company or companies resulting from the division. (2) A statement that the dividing company will or will not survive the division. (3) Any changes desired to be made in the certificate of organization of the surviving company, if there be one, including a restatement of the certificate. (4) The certificates of organization required by subsection (c). (5) Such other provisions as are deemed desirable. (b) Reference to outside facts.--Any of the terms of the plan may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by the dividing limited liability company or a representative of the dividing limited liability company. (c) Certificates of organization of new companies.--There shall be included in or annexed to the plan of division: (1) Certificates of organization, which shall contain all of the statements required by this chapter to be set forth in a restated certificate, for each of the new domestic limited liability companies, if any, resulting from the division. (2) Certificates of organization or other organizational documents for each of the new foreign limited liability companies, if any, resulting from the division. (d) Proposal and adoption.--Except as otherwise provided in section 8963 (relating to division without member approval), the plan of division shall be proposed and adopted and may be amended after its adoption and terminated by a domestic limited liability company in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter G (relating to mergers and consolidations) or, if the dividing company is a foreign limited liability company, in accordance with the laws of the jurisdiction in which it is organized. (e) Action by holders of indebtedness.--(Repealed). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsec. (b) and repealed subsec. (e).
§ 8962. Proposal and adoption of plan of division.(a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the membership interests of the surviving company, if there be one, and, if any of the membership interests of the dividing company are not to be converted solely into membership interests or other securities or obligations of one or more of the resulting companies, the membership interests or other securities or obligations of any other person or cash, property or rights that the holders of such membership interests are to receive in exchange for or upon conversion of such membership interests, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of membership interests or other securities or obligations of one or more of the resulting companies. (ii) The disposition of the membership interests and other securities or obligations, if any, of the new company or companies resulting from the division. (2) A statement that the dividing company will or will not survive the division. (3) Any changes desired to be made in the certificate of organization of the surviving company, if there be one, including a restatement of the certificate. (4) The certificates of organization required by subsection (c). (5) Such other provisions as are deemed desirable. (b) Reference to outside facts.--Any of the terms of the plan may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by the dividing limited liability company or a representative of the dividing limited liability company. (c) Certificates of organization of new companies.--There shall be included in or annexed to the plan of division: (1) Certificates of organization, which shall contain all of the statements required by this chapter to be set forth in a restated certificate, for each of the new domestic limited liability companies, if any, resulting from the division. (2) Certificates of organization or other organizational documents for each of the new foreign limited liability companies, if any, resulting from the division. (d) Proposal and adoption.--Except as otherwise provided in section 8963 (relating to division without member approval), the plan of division shall be proposed and adopted and may be amended after its adoption and terminated by a domestic limited liability company in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter G (relating to mergers and consolidations) or, if the dividing company is a foreign limited liability company, in accordance with the laws of the jurisdiction in which it is organized. (e) Action by holders of indebtedness.--(Repealed). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsec. (b) and repealed subsec. (e).
§ 8962. Proposal and adoption of plan of division.(a) Preparation of plan.--A plan of division shall be prepared, setting forth: (1) The terms and conditions of the division, including the manner and basis of: (i) The reclassification of the membership interests of the surviving company, if there be one, and, if any of the membership interests of the dividing company are not to be converted solely into membership interests or other securities or obligations of one or more of the resulting companies, the membership interests or other securities or obligations of any other person or cash, property or rights that the holders of such membership interests are to receive in exchange for or upon conversion of such membership interests, and the surrender of any certificates evidencing them, which securities or obligations, if any, of any other person or cash, property or rights may be in addition to or in lieu of membership interests or other securities or obligations of one or more of the resulting companies. (ii) The disposition of the membership interests and other securities or obligations, if any, of the new company or companies resulting from the division. (2) A statement that the dividing company will or will not survive the division. (3) Any changes desired to be made in the certificate of organization of the surviving company, if there be one, including a restatement of the certificate. (4) The certificates of organization required by subsection (c). (5) Such other provisions as are deemed desirable. (b) Reference to outside facts.--Any of the terms of the plan may be made dependent upon facts ascertainable outside of the plan if the manner in which the facts will operate upon the terms of the plan is set forth in the plan. Such facts may include, without limitation, actions or events within the control of or determinations made by the dividing limited liability company or a representative of the dividing limited liability company. (c) Certificates of organization of new companies.--There shall be included in or annexed to the plan of division: (1) Certificates of organization, which shall contain all of the statements required by this chapter to be set forth in a restated certificate, for each of the new domestic limited liability companies, if any, resulting from the division. (2) Certificates of organization or other organizational documents for each of the new foreign limited liability companies, if any, resulting from the division. (d) Proposal and adoption.--Except as otherwise provided in section 8963 (relating to division without member approval), the plan of division shall be proposed and adopted and may be amended after its adoption and terminated by a domestic limited liability company in the manner provided for the proposal, adoption, amendment and termination of a plan of merger in Subchapter G (relating to mergers and consolidations) or, if the dividing company is a foreign limited liability company, in accordance with the laws of the jurisdiction in which it is organized. (e) Action by holders of indebtedness.--(Repealed). (June 22, 2001, P.L.418, No.34, eff. 60 days) 2001 Amendment. Act 34 amended subsec. (b) and repealed subsec. (e).
